[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount of (2)(3) shares to be Proposed maximum (2) per share Proposed maximum (2)(3) offering price Amount of registration fee (1) Class A ordinary shares, par value US$0.000025 per share 138,000,000 US$1.45 US$200,100,000 (4) US$25,772.88 (1) American depositary shares issuable upon the deposit of the ordinary shares] [This copy omits the information subject to the confidentiality request. Omissions are designated as ***. Contract No.: 151215UD0118 Cooperation Agreement Party A: Party B: May 2012 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A:] [This copy omits the information subject to the confidentiality request. Omissions are designated as ***. Contract No.: 151215UD0119 Cooperation Agreement Party A: Party B: May 2012 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A:] [This copy omits the information subject to the confidentiality request. Omissions are designated as ***. Contract No.: 151315HAO00007 Cooperation Agreement Party A: Party B: March 2013 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A:] [This copy omits the information subject to the confidentiality request. Omissions are designated as ***. Contract No.: 151315UD0081 Cooperation Agreement Party A: Party B: April 2013 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Address: Room] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 6, 2014, in Amendment No. 3 to the Registration Statement (Form F-1 No. 333-194996) and related Prospectus of Cheetah Mobile Inc. dated May 5, 2014 for the registration of its Class A]

[PROSPECTUS (Subject to Completion) Issued April 25, 2014 12,000,000 American Depositary Shares Cheetah Mobile Inc. REPRESENTING 120,000,000 CLASS A ORDINARY SHARES Cheetah Mobile Inc., formerly known as Kingsoft Internet Software Holdings Limited, is offering 12,000,000 American depositary shares, or ADSs. Each ADS represents ten of our Class A ordinary shares, par value US$0.000025 per share. This is our initial public] [12,000,000 Class A Ordinary Shares Cheetah Mobile Inc. CLASS A ORDINARY SHARES, PAR VALUE US$0.000025 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT , 2014 Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London E14 4QA United Kingdom J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 As Representatives of the several] [TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.01 American Depositary Shares 1 SECTION 1.02 Commission 2 SECTION 1.03 Company 2 SECTION 1.04 Custodian 2 SECTION 1.05 Deliver; Surrender 2 SECTION 1.06 Deposit Agreement 3 SECTION 1.07 Depositary; Corporate Trust Office 3 SECTION 1.08 Deposited Securities 3 SECTION 1.09 Dollars 3] [Dated , 2014 Non-Competition Deed Between Kingsoft Corporation Limited and Cheetah Mobile Inc. CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. NON-COMPETITION UNDERTAKINGS BY CMI 3 3. NON-COMPETITION UNDERTAKINGS BY THE COMPANY 3 4. THE COMPANY’S RIGHT OF FIRST REFUSAL 4 5. CMI’S RIGHT OF FIRST REFUSAL 4 6. FURTHER UNDERTAKINGS 5 7. INVALIDITY 5 9.] [CHEETAH MOBILE INC. 2014 RESTRICTED SHARES PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Cheetah Mobile Inc. 2014 Restricted Shares Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Cheetah Mobile Inc., a company incorporated in the Cayman Islands (the “ (2) Purchaser Purchasers Party Parties each of the parties set forth in W I T N E S S E T H: Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company has filed a registration statement on] [REGISTRATION RIGHTS AGREEMENT Agreement REGISTRATION RIGHTS AGREEMENT (this “ (1) Company Cheetah Mobile Inc., a company incorporated in the Cayman Islands (the “ (2) Investor Investors Party Parties RECITALS (A) Subscription Agreement The Company and the Investors have entered into a Subscription Agreement dated as of April 25, 2014 (the “ (B) In connection with the Subscription Agreement and in] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 6, 2014, in Amendment No. 2 to the Registration Statement (Form F-1 No. 333-194996) and related Prospectus of Cheetah Mobile Inc. dated April 25, 2014 for the registration of its Class A]